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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



AMENDMENT NO. 1

FORM 10-Q/A



| ̈ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2004.
|- | ------------------------------------------------------------------------------------------------------------------------------------------





Commission File Number: 000-50610



NEWALLIANCE
BANCSHARES, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 52-2407114                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|195 Church Street, New Haven, Connecticut                      |  | 06510                               
|(Address of principal executive officers)                      |  | (Zip Code)                          



(203) 789-2767

(Registrants telephone number, including area code)



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(Former name, former address and former fiscal year, if changed since
last report)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.



x Yes ̈No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



 ̈Yes    x No



Indicate the number of shares outstanding for each of the issuers classes of common stock, as of the last practicable date.



|                              |  |                                 
|----------------------------- |  | --------------------------------
|Common Stock (par value $.01) |  | 114,158,736                     
|Class                         |  | Outstanding at November 12, 2004





Explanatory Note

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This amendment is being
filed to correct a typographical error in Exhibits 32.1 and 32.2. Specifically, the reference to Form 10-Q for the quarter ended June 30, 2004 has been changed to the quarter ended September 30, 2004. Accordingly, NewAlliance Bancshares is filing
corrected Exhibits 32.1 and 32.2 to this Current Report on Form 10-Q/A.

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TABLE OF CONTENTS



|                            |  |               
|--------------------------- |  | --------------
|                            |  |               
|Part II  OTHER INFORMATION
|                            | 
|Items 1 through 5.          |  | Not applicable
|                            | 
|Item 6.                     |  | Exhibits      



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SI
GNATURES



In accordance with the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized.



|                                          |  |                                                                
|----------------------------------------- |  | ---------------------------------------------------------------
|NewAlliance Bancshares, Inc. (Registrant)
|                                          | 
|By:                                       |  | /s/ Merrill B. Blanksteen                                      
|                                          |  | Merrill B. Blanksteen                                          
|                                          |  | Executive Vice President, Chief Financial Officer and Treasurer
|                                          |  | (principal financial officer)                                  
|                                          | 
|Date:                                     |  | November 15, 2004